Metal-Tech Ltd Dealings by Director and Substantial Shareholder (4635J)

TIDMMTT

RNS Number : 4635J

Metal-Tech Ltd

07 August 2012

7 August 2012

Metal-Tech Ltd.

("Metal-Tech" or "the Company")

Dealings by Director and Substantial Shareholder

Metal-Tech, the producer and recycler of specialty metals such as tungsten and molybdenum, provides information on dealings by a director and substantial shareholder.

The Company wasinformed yesterday by Hillah Consultants Ltd. Inc. ("Hillah"), which holds 27,270,000 ordinary shares of the Company (constituting 71% of the issued and outstanding share capital of and voting rights in the Company as at today's date), and its sole shareholder, Mr. Ariel Rosenberg, the Chief Executive Officer and Chairman of the Board of the Company ("Mr. Rosenberg"), who additionally holds 3,555,448 ordinary shares of the Company (constituting 9.3% of the issued and outstanding share capital of and voting rights in the Company as at today's date), that Hillah and Mr. Rosenberg (collectively, the "Sellers") yesterday entered into a share sale agreement (the "Sale Agreement") with Iscar Ltd. ("Iscar"), a multinational producer of tungsten cutting tools for metalworking.

The Company has been informed by the Sellers that they intend to sell to Iscar an aggregate of 19,572,231 ordinary shares of the Company (the "Sale Shares"), representing 51% of the Company's share capital on a fully diluted basis as at today's date, for an aggregate purchase price of US$10.2m, equating at today's date to an approximateprice per share of 33.4p at a GBP/USD conversion rate of 1.56. Of the US$10.2m purchase price, US$3m will be held by Iscar for a period of 18 months after closing to ensure the indemnification of Iscar in accordance with the terms of the Sale Agreement.

The Company has further been informed by the Sellers that the transaction is subject to the fulfilment of certain conditions, including the following:

-- The consummation of a tender offer by Hillah for the purchase all of the Company's issued and outstanding share capital not already held by the Sellers (save as regards 3,403,430 shares, constituting 8.9% of the Company's issued and outstanding shares as at today's date, which Mr. Rosenberg intends to purchase separately under the Purchase Agreement (as defined below)) or, alternatively, the cancellation of the admission of the Company's shares from trading on AIM, a market operated by the London Stock Exchange, if the tender offer is unsuccessful;

-- The cancellation of all outstanding options to purchase securities of the Company, which the Sellers intend to effect by paying the holders of in-the-money options certain consideration for their agreement that such options be cancelled; and

   --    The receipt of certain regulatory approvals.

The Sale Agreement also includes certain put, call, first refusal, co-sale and bring along rights, as well as an undertaking by Iscar that, until the earlier of (i) the expiration of 36 months following the closing under the Sale Agreement and (ii) the extension of loans by Iscar to the Company in the aggregate amount of not less than US$25m, Iscar will neither, directly or indirectly, make any equity investments in the Company nor provide the Company with any amounts as equity, except with the prior written consent of the Sellers.

The Sellers have requested that the Company convenes an Extraordinary General Meeting of shareholders to be held approximately 40 days after the date of commencement of the tender offer to consider and vote upon the approval of a resolution to cancel the admission of the Company's shares from trading on AIM.

The Sellers have also informed the Company that it is the current intention of Iscar that Metal-Tech will continue to act as an independent supplier of tungsten carbides to its current and future customers.

In addition, the Sellers have notified the Company that they entered yesterday into an agreement (the "Purchase Agreement") with Mr. Ran Maimon, a shareholder of the Company, pursuant to which Mr. Maimon agreed to sell to Mr. Rosenberg 3,403,430 ordinary shares of the Company held by Mr. Maimon, representing 8.9% of the Company's issued share capital as at today's date, for an aggregate purchase price of US$1,723,461, equating at today's date to an approximate price per share of 32p at a GBP/USD conversion rate of 1.56. The Company has further been informed by the Sellers that the consummation of this purchase is subject to the fulfilment of certain conditions, including the consummation of the closing of the Sale Agreement.

The Company will provide further details as and when appropriate.

Enquiries:

 
 Metal-Tech Ltd. 
 Peter Syme                                 +44 20 7618 9100 
  Oren Kind                                  +972 542491013 
 
 Panmure Gordon                             +44 20 7459 3600 
 Fred Walsh 
 Hannah Woodley, Charles Leigh-Pemberton 
 
 Luther Pendragon                           +44 20 7618 9100 
 Harry Chathli, Alexis Gore

This information is provided by RNS

The company news service from the London Stock Exchange

END

RDSBKODNFBKKKFK

Metal-tech (LSE:MTT)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024